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5.3 Rights of minority shareholders and protection The rights of minority shareholders and their protection are represented by the following instruments. 5.3.1 Right of inspection and control i) S.p.A. In the S.p.A. the rights and duties of inspection and control are generally reserved to the controlling body. In addition, the shareholders have the right to report all the facts deemed to be in breach of the company and /or shareholders’ interests to the Board of Auditors that will have to take such facts in consideration in its inspection. If the facts are reported to the Board of auditors by several shareholders representing 1/20 of the company’s equity, or 1/50 in case of company admitted to the risk capital market, the Board will have to investigate such facts, and present its conclusions and proposals to the shareholders’ meeting, without delay. Moreover, the shareholders representing 1/10 of the company’s equity, or 1/20 in case of company admitted to the risk capital market, may ask for a judicial inspection and control on the management of the company, in case of grounded suspect of serious irregularity conducted by the administrative body, which may damage the company or one or more controlled companies. ii) S.r.l. Each quota holder of the S.r.l. has a personal and direct control of the management activity, as to them are conferred the rights to: (a) obtain from
the directors' information on the management, and (b) examine, also by means of consultants of trust, the corporate books and the documents relating to the management of the company. In case of rejection to grant the right of control or in case such right is thwarted by the directors, Minority shareholders can obtain appropriate court orders issued as a matter of urgency. 5.3.2 Right to appeal against shareholders’ resolutions. Absent, dissenting, or abstained shareholders – representing 5/100 of the company’s equity, or 1/1000 in case of company admitted to the risk capital market for S.p.A. or without thresholds for the S.r.l. (or the different percentage set forth by the company’s by -laws) – can appeal before the Court against assembly resolutions and request their cancellation, in case of non-compliance with the law or the articles of association/by-laws. The same right of appeal is granted in case of (a) missing the meeting, (b) missing minutes of the meeting, (c) impossible or illegal resolution, (d) resolution modifying the company’s objective to an impossible or illicit activity. The shareholders that do not reach the above-mentioned thresholds, or that do not have the right to vote, can claim reimbursement for damages suffered as a result of the illegitimate resolution. 6. Foreign Investment, marginal Capital, Residency, and Material Visa Restrictions 6.1 Any significant barriers to entry for an offshore party No specific restrictions or barriers are generally provided under Italian law for offshore business and investments.
ILN Corporate Group – Establishing a Business Entity Series
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